-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVqqNvTjf3sYvhbHIKbpgXNGqwoKwTk8+srphRiCnQ404c+gTY9v4pHlOA7YzovV Xm1wkmo395ZJ9njxqu0pKg== 0001104659-07-012895.txt : 20070222 0001104659-07-012895.hdr.sgml : 20070222 20070222082426 ACCESSION NUMBER: 0001104659-07-012895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUKER BIOSCIENCES CORP CENTRAL INDEX KEY: 0001109354 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 043110160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 07640527 BUSINESS ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 MAIL ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: BRUKER DALTONICS INC DATE OF NAME CHANGE: 20000315 8-K 1 a07-5167_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 22, 2007

BRUKER BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

000-30833
(Commission
File Number)

 

04-3110160
(IRS Employer
Identification No.)

 

40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (978) 663-3660

 

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 of the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

 




Section 2 — Financial Information

Item 2.02.         Results of Operations and Financial Condition

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On February 22, 2007, Bruker BioSciences Corporation issued a press release announcing financial results as of and for the three and twelve months ended December 31, 2006.  A copy of the press release is attached hereto as Exhibit 99.1.




Section 9 — Financial Statements and Exhibits

Item 9.01.         Financial Statements and Exhibits.

(d)   

Exhibits

 

 

 

 

 

Number

 

 

 

 

 

99.1

Press release dated February 22, 2007.

 




SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BRUKER BIOSCIENCES CORPORATION
(Registrant)

 

 

 

By:

 

 

/s/ Frank H. Laukien

 Date: February 22, 2007

 

Frank H. Laukien, Ph.D.
 
Chief Executive Officer and President

 

 




Exhibit Index

Exhibit
Number

 


Exhibit Name

 


Location

 

 

 

 

 

99.1

 

Press release dated February 22, 2007.

 

Furnished herewith*


*   Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.



EX-99.1 2 a07-5167_1ex99d1.htm EX-99.1

 

Exhibit 99.1

Bruker BioSciences Reports Record Revenue and Earnings for the Fourth Quarter and Full Year 2006

BILLERICA, Mass., February 22, 2007 (BUSINESS WIRE)  —  Bruker BioSciences Corporation (NASDAQ: BRKR) today reported financial results for the fourth quarter and full year ended December 31, 2006.

On July 1, 2006, Bruker BioSciences completed its acquisition of Bruker Optics Inc., which was accounted for as a pooling of interests.  As a result of this required GAAP accounting treatment, all historical financials have been pooled as if the companies had always been combined.  On December 15, 2006, the Company filed a Form 8-K with the Securities and Exchange Commission (SEC) which presents pooled historical financial statements for the three years ended December 31, 2005.

For the fourth quarter of 2006, revenue increased by 27% to $135.6 million, compared to pooled revenue of $106.8 million in the fourth quarter of 2005.  Excluding the effects of foreign currency translation, fourth quarter 2006 revenue increased by 22% year-over-year.

Net income in the fourth quarter of 2006 was $9.7 million, or $0.09 per diluted share, compared to pooled net income of $4.9 million, or $0.05 per diluted share, in the fourth quarter of 2005.

For the full year 2006, revenue increased by 17% to $435.8 million, compared to pooled revenue of $372.3 million for the full year 2005, with negligible effects from foreign currency translation.

Net income for the full year 2006 was $18.5 million, or $0.18 per diluted share, compared to pooled net income of $9.7 million, or $0.10 per diluted share, during the full year 2005.  Included in net income for the year 2006 were after-tax charges of $5.0 million, or $0.05 per diluted share, for Bruker Optics acquisition related expenses, and approximately $2.0 million, or $0.02 per diluted share, of after-tax gains on derivative financial instruments.  For comparison, included in pooled net income for the year 2005 were after-tax losses on derivative financial instruments of approximately $1.0 million, or $0.01 per diluted share.

For the full year 2006 adjusted EBITDA grew by 41% to $59.2 million, compared to pooled adjusted EBITDA of $41.8 million for the full year 2005.  During the year 2006, cash flow generated from operations was $42.7 million.

Comments and Analysis

Commenting on the quarter, Frank Laukien, President and CEO, said: “Throughout 2006 we delivered excellent top and bottom-line growth, with a particularly strong fourth quarter.  Our innovative products and solutions for life-science and materials research, as well as for industrial and applied analysis, were key drivers behind our strong organic




 

growth and margin expansion.  The acquisition of Bruker Optics, as well as the other important acquisitions we completed over the past 15 months, continued to strengthen both our traditional research systems business and our newer industrial and applied analysis business.  We have been leveraging our broader technology base and increased market access for solid progress in our financial performance.”

He continued: “While the nature of our business can cause fluctuations between quarterly financial results, excluding any unusual acquisition or similar charges in 2007, our financial goals for the full year 2007 are revenue growth greater than 10% and net income growth greater than 40% above our 2006 GAAP results.”

William Knight, Chief Financial Officer, commented:  “Along with strong top-line growth in 2006, we continued to improve gross profit margins and to leverage our operating expenses, resulting in solid year-over-year improvements to our operating income.  In addition, during 2006 we brought down our effective tax rate to be more in-line with statutory rates.  These efforts resulted in GAAP net income growth of 90% in 2006, compared to 2005.  We also continued to generate strong cash flow from operations, and significantly improved our adjusted EBITDA in 2006 over 2005.”

USE OF NON-GAAP FINANCIAL MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP measure of adjusted EBITDA.  Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense, the write-down of demonstration equipment to net realizable value and acquisition related charges.  We believe that the inclusion of this non-GAAP measure helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the Company’s performance, especially when comparing such results to previous periods or forecasts.  However, the non-GAAP financial measure included in this press release is not meant to be a better presentation or a substitute for results of operations prepared in accordance with GAAP.  Reconciliations of this non-GAAP financial measure to the most directly comparable GAAP financial measures are set forth in the accompanying tables.  In addition, the above discussion of revenue growth in 2006 compared to 2005 (prior to restatement for the acquisition of Bruker Optics) is considered valuable information for investors to understand the benefits of using $135 million of cash and common stock to acquire Bruker Optics on July 1, 2006.

EARNINGS CONFERENCE CALL

Bruker BioSciences will host an operator-assisted earnings conference call at 9 a.m. Eastern Time on Thursday, February 22, 2007.  To listen to the webcast, investors can go to www.bruker-biosciences.com and click on the live web broadcast symbol.  The




 

webcast will be available through the Company web site for 30 days.  Investors can also listen and participate on the telephone in the US and Canada by calling 888-339-2688, or 617-847-3007 outside the US and Canada.  Investors should refer to the Bruker BioSciences Quarterly Earnings Call.  A telephone replay of the conference call will be available one hour after the conference call by dialing 888-286-8010 in the US and Canada, or 617-801-6888 outside the US and Canada, and then entering replay pass code 10416515.

ABOUT BRUKER BIOSCIENCES

Bruker BioSciences Corporation in Billerica, Massachusetts is the parent company of Bruker AXS Inc., Bruker Daltonics Inc. and Bruker Optics, Inc.  Bruker AXS is a leading developer and provider of life science, materials research and industrial X-ray analysis and spark-OES tools.  Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry, and also offers a broad line of chemical, biological, radiological and nuclear (CBRN) detection products for homeland security.  Bruker Optics is a leading developer, manufacturer and provider of research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technology.  For more information, please visit www.bruker-biosciences.com

CAUTIONARY STATEMENT

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to our reorganization strategies, risks related to the integration of businesses we have acquired or may acquire in the future,  technological approaches, product development, market acceptance, cost and pricing of our products, changes in governmental regulations, capital spending and government funding policies, FDA and other regulatory approvals to the extent applicable, competition, the intellectual property of others, patent protection and litigation. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2005, our most recent quarterly reports on Form 10-Q, our S-3/A filed on January 29, 2007 and  our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements.

Condensed consolidated statements of operations, operating business information, and balance sheets follow for Bruker BioSciences Corporation.




 

Bruker BioSciences Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Product revenue

 

$

120,444

 

$

96,142

 

$

384,548

 

$

329,452

 

Service revenue

 

15,035

 

10,355

 

49,930

 

40,471

 

Other revenue

 

146

 

280

 

1,356

 

2,330

 

Total revenue

 

135,625

 

106,777

 

435,834

 

372,253

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

63,214

 

51,174

 

206,628

 

178,831

 

Cost of service revenue

 

9,239

 

8,229

 

29,872

 

27,443

 

Total cost of revenue

 

72,453

 

59,403

 

236,500

 

206,274

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

63,172

 

47,374

 

199,334

 

165,979

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

25,212

 

20,022

 

84,007

 

70,458

 

General and administrative

 

8,663

 

6,712

 

28,982

 

25,601

 

Research and development

 

13,464

 

10,944

 

49,959

 

47,498

 

Acquisition related charges

 

(105

)

 

5,724

 

 

Total operating expenses

 

47,234

 

37,678

 

168,672

 

143,557

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

15,938

 

9,696

 

30,662

 

22,422

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

236

 

(498

)

3,758

 

(780

)

 

 

 

 

 

 

 

 

 

 

Income before income tax provision and minority interest in consolidated subsidiaries

 

16,174

 

9,198

 

34,420

 

21,642

 

Income tax provision

 

6,533

 

4,389

 

15,931

 

11,855

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest in consolidated subsidiaries

 

9,641

 

4,809

 

18,489

 

9,787

 

Minority interest in consolidated subsidiaries

 

(67

)

(91

)

8

 

40

 

Net income

 

$

9,708

 

$

4,900

 

$

18,481

 

$

9,747

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.10

 

$

0.05

 

$

0.18

 

$

0.10

 

Diluted

 

$

0.09

 

$

0.05

 

$

0.18

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

101,501

 

100,967

 

101,325

 

100,823

 

Diluted

 

103,370

 

101,161

 

102,369

 

101,130

 

 




 

Bruker BioSciences Corporation
SELECTED BUSINESS INFORMATION
(in thousands)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2006

 

2005

 

2006

 

2005

 

Total revenue

 

$

135,625

 

$

106,777

 

$

435,834

 

$

372,253

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

15,938

 

$

9,696

 

$

30,662

 

$

22,422

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

5,162

 

2,740

 

12,838

 

10,459

 

Write-down of demonstration equipment

 

4,180

 

2,206

 

9,918

 

8,879

 

Acquisition related charges

 

(105

)

 

5,724

 

 

Adjusted EBITDA

 

$

25,175

 

$

14,642

 

$

59,142

 

$

41,760

 

 




 

Bruker BioSciences Corporation
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 

 

December 31,

 

December 31,

 

 

 

2006

 

2005

 

 

 

(unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

52,147

 

$

109,051

 

Accounts receivable, net

 

79,604

 

67,913

 

Due from affiliated companies

 

9,028

 

6,464

 

Inventories

 

134,504

 

117,655

 

Other current assets

 

19,211

 

14,166

 

Total current assets

 

294,494

 

315,249

 

 

 

 

 

 

 

Property and equipment, net

 

90,492

 

85,313

 

Intangible and other assets

 

48,695

 

23,080

 

 

 

 

 

 

 

Total assets

 

$

433,681

 

$

423,642

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

21,190

 

$

9,564

 

Accounts payable

 

23,102

 

17,211

 

Due to affiliated companies

 

5,901

 

6,175

 

Other current liabilities

 

144,763

 

115,059

 

Total current liabilities

 

194,956

 

148,009

 

 

 

 

 

 

 

Long-term debt

 

23,530

 

25,070

 

Other long-term liabilities

 

23,490

 

20,193

 

Minority interest in subsidiaries

 

239

 

1,246

 

 

 

 

 

 

 

Total shareholders’ equity

 

191,466

 

229,124

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

433,681

 

$

423,642

 

 




 

FOR FURTHER INFORMATION:

Michael Willett, Investor Relations Officer

 

Tel:  (978) 663-3660, ext. 1411

 

Email:      Michael.Willett@Bruker.com

ps



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